Loan Memorandum Template for Nigeria

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Key Requirements PROMPT example:

Loan Memorandum

"I need a Loan Memorandum for a secured facility of 500 million Naira to a manufacturing company, with quarterly repayments over 5 years starting March 2025, including specific covenants for maintaining minimum working capital ratios and environmental compliance requirements."

Document background
The Loan Memorandum is a crucial financial document used in Nigerian banking and lending transactions to formalize and document the terms of a loan facility. It serves as the primary record of the lending arrangement, incorporating all essential elements required under Nigerian law, including BOFIA 2020 and Central Bank of Nigeria regulations. This document is typically used when establishing new credit facilities, refinancing existing debt, or structuring project finance arrangements. The memorandum details critical aspects such as facility amount, interest calculations, repayment terms, security arrangements, conditions precedent, and events of default. It provides legal certainty and protection for all parties involved while ensuring regulatory compliance in the Nigerian financial sector.
Suggested Sections

1. Parties: Identification of the lender and borrower with full legal names and addresses

2. Background: Context of the loan arrangement and purpose of the facility

3. Definitions: Key terms used throughout the memorandum

4. Facility Details: Loan amount, purpose, and drawdown conditions

5. Interest and Fees: Interest rate, calculation method, and applicable fees

6. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics

7. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective

8. Representations and Warranties: Statements of fact and assurances given by the borrower

9. Covenants: Ongoing obligations of the borrower during the loan term

10. Events of Default: Circumstances that would trigger default and remedies available

11. Boilerplate Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Security: Details of any collateral or security arrangements - include if loan is secured

2. Guarantees: Terms of any guarantees provided - include if there are guarantors

3. Insurance: Required insurance coverage - include if specific insurance is required

4. Tax Provisions: Specific tax-related obligations - include if complex tax arrangements apply

5. Assignment and Transfer: Rights to assign or transfer the loan - include if transferability is contemplated

6. Regulatory Compliance: Specific regulatory requirements - include if specialized regulatory regime applies

Suggested Schedules

1. Schedule 1 - Facility Terms: Detailed commercial terms including loan amount, interest rates, fees

2. Schedule 2 - Conditions Precedent: List of all documents and conditions required before drawdown

3. Schedule 3 - Repayment Schedule: Detailed amortization or repayment schedule

4. Schedule 4 - Form of Drawdown Notice: Template for borrower to request loan disbursement

5. Schedule 5 - Security Details: Detailed description of any security or collateral

6. Appendix A - Required Forms: Standard forms for notices, certificates and other communications

7. Appendix B - Compliance Certificates: Templates for ongoing compliance reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Real Estate & Construction

Manufacturing & Industrial

Energy & Resources

Infrastructure

Technology & Telecommunications

Agriculture & Agribusiness

Healthcare & Pharmaceuticals

Retail & Consumer Goods

Transportation & Logistics

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Credit

Corporate Banking

Investment

Company Secretariat

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Lawyer

Finance Manager

Treasury Manager

Risk Manager

Compliance Officer

Credit Officer

Relationship Manager

Investment Officer

Company Secretary

Banking Officer

Financial Controller

Legal Director

Industries
Banks and Other Financial Institutions Act (BOFIA) 2020: The primary legislation governing banking operations and financial institutions in Nigeria, including lending activities and financial services regulations
Central Bank of Nigeria Act 2007: Establishes the regulatory framework for monetary policy and financial sector oversight, including lending rates and financial stability measures
Nigerian Contract Law (Contract Law Chapter 30, Laws of the Federation of Nigeria 1990): Governs the formation and enforcement of contracts, including loan agreements and memoranda
Money Lenders Act: Regulates money lending activities and provides requirements for documentation and interest rates in lending transactions
Secured Transactions in Movable Assets Act 2017: Governs the creation and enforcement of security interests in movable assets, relevant for collateralized loans
Companies and Allied Matters Act (CAMA) 2020: Relevant for corporate borrowing and lending, including requirements for corporate authorization and execution of loan documents
Consumer Protection Framework 2016: Provides guidelines for consumer protection in financial services, including fair lending practices and disclosure requirements
Money Laundering (Prevention and Prohibition) Act 2022: Sets out anti-money laundering requirements that must be considered in loan transactions and documentation
Stamp Duties Act: Requires proper stamping of loan documents and prescribes the applicable duties payable on loan agreements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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